DAZN v Coupang: WhatsApps, emails and the formation

The Court of Appeal’s recent decision in DAZN Limited v Coupang Corp [2025] EWCA Civ 1083 provides a useful restatement of the principles governing contract formation in commercial negotiations conducted via informal channels, such as email and WhatsApp messages.

The case, which concerned sublicensing rights for the FIFA Club World Cup 2025, underscores the importance of substance over form when determining whether a binding agreement has been reached. It also highlights the tensions that might arise between in-house legal teams and their commercial colleagues when attempts are being made to negotiate and finalise a deal. In this article, we look at what you can do to avoid a scenario like the one in question.  

Background

DAZN, a global sports streaming platform, acquired exclusive broadcasting rights from FIFA for the 2025 Club World Cup. Coupang, a major South Korean e-commerce and streaming provider, sought to acquire co-exclusive rights for South Korea. The parties engaged in negotiations via WhatsApp, voice calls, and emails. The High Court (HHJ Pelling KC) found that a binding contract had been formed through emails exchanged on 27 February and 3 March 2025, set against a backdrop of informal communications.

The Court noted that the 27 February email from Coupang, which summarised the deal terms and expressed eagerness to move to the “contractual phase” was treated by DAZN as a formal offer. DAZN’s response on 3 March which said “we will accept [the] offer” confirmed the deal and stated that contract drafting would begin, with instructions given to the legal team.

Subsequent communications reinforced the parties’ shared understanding that a deal had been concluded. Both sides discussed beginning marketing activities, with DAZN encouraging Coupang to start promotion even before the formal contract was executed. DAZN also acknowledged that the contract was with its legal team and that drafting was underway, albeit delayed.

After that, but before the draft agreement was provided, DAZN received a much higher offer from a third party. Coupang sought to enforce its rights.

The High Court granted declarations and injunctive relief to protect Coupang’s rights. DAZN appealed, arguing that no binding contract had been formed, and alternatively, that the injunction granted was overly broad. The Court of Appeal dismissed the appeal, affirming the High Court’s findings.

Key issues on appeal

The appeal raised a number of grounds, including the following[1]:

• Whether or not there was a contractual offer: DAZN argued that the 27 February email did not amount to an offer capable of acceptance because it did not objectively demonstrate an immediate willingness to be legally bound upon acceptance.
• Whether the offer had been accepted: It was contended that the 3 March email was not a clear acceptance.
• Whether there was an intention to create legal relations: DAZN claimed the parties intended to be bound only upon execution of a formal contract.

Court of Appeal’s decision

The Court unanimously dismissed the appeal.

Popplewell LJ, giving the lead judgment, reaffirmed the principles from case law[2], emphasising

the need to assess the entire course of negotiations, not isolated communications. He summarised that it is possible for parties to conclude a binding contract even though it is understood or agreed that a formal document will follow which may include terms which have not yet been agreed.[3]

The parties’ relevant communications are helpfully written in the judgment.[4] They look very like any other contractual negotiation. Popplewell LJ was clear that “the parties had reached an agreement by which they intended to be immediately and legally bound by the exchange of the emails in question.”[5] Popplewell LJ confirmed that informal communications, including WhatsApp and voice calls, can form part of the contractual matrix. The absence of “subject to contract” language is not determinative, but its presence or absence is relevant.

Popplewell LJ was of the view that the 27 February email was significant in so far as it set out a summary of the deal terms, which he felt suggested “a formalisation of the position”.[6] He also took into account the witness evidence of Mr Lee (Head of Sports for Coupang Play) that it is common industry practice to reach an agreement on the terms of a deal orally or informally by WhatsApp, and then follow it up with a more formal step in an email.

Popplewell LJ found the words “the proposal below, which captures our intention [for acquiring the rights]” amounted to the offer.[7] The 3 March email stating “we will accept Coupang Play’s offer” was determined to be the formal acceptance of the offer, creating a binding agreement.[8]

The parties had agreed all essential terms, and their subsequent conduct (which included references to the deal being “finalised” and preparations for marketing) confirmed their intention to be bound. Popplewell LJ was of the view that marketing would not be appropriate if the agreement was thought to be subject to contract. Furthermore, despite the fact that the parties intended for the legal team to  subsequently draft the contract, Popplewell LJ was of the view that there was nothing to suggest that the parties intended the formal drafting of the contract to be a necessary prerequisite to being legally bound by the agreed terms.[9] 

Arnold LJ upheld an injunction, finding that DAZN’s conduct justified the inference that it might breach the agreement.

Commentary

This judgment is a significant reminder in an all-too-common scenario, that commercial certainty can arise from informal exchanges. It reinforces the principle that parties are the “masters of their contractual fate”[10], and courts will not hesitate to find binding agreements where the essential terms are agreed and the parties act accordingly. Merely stating that the lawyers will draft the agreement does not preclude the possibility that a binding agreement already exists.

In order to avoid confusion, commercial parties should clearly document commercial agreements, even in informal settings. Parties should use “subject to contract” language where appropriate (in this case, any such wording was absent). Those in a business responsible for negotiating deals should be aware that email and messaging platforms can carry contractual weight. It is therefore advisable to involve the legal team at the earliest opportunity to ensure that there are no miscommunications, and no misunderstandings of legal obligations and responsibilities.